UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported): April 23, 2003


                                 CLECO POWER LLC
             (Exact name of registrant as specified in its charter)


          Louisiana                      1-05663                72-0244480
(State or other jurisdiction    (Commission File Number)       (IRS Employer
      of incorporation)                                     Identification No.)


           2030 Donahue Ferry Road
            Pineville, Louisiana                          71360-5226
  (Address of principal executive offices)                (Zip Code)


       Registrant's telephone number, including area code: (318) 484-7400



Item 5.       Other Events.

              On April 23, 2003, Cleco Power LLC (the "Company") entered into an
Underwriting Agreement with BNY Capital Markets, Inc., Banc One Capital Markets,
Inc., Hibernia Southcoast Capital, Inc. and Morgan Keegan & Company, Inc.
(collectively, the "Underwriters") covering the issue and sale of $75,000,000
aggregate principal amount of the Company's 5.375% Notes due May 1, 2013 (the
"Notes"). The Notes were registered under the Securities Act of 1933, as
amended, pursuant to the shelf registration statement (Registration No.
333-52540) of the Company, which is on file with the Securities and Exchange
Commission.

Item 7.       Financial Statements and Exhibits.

              (c) Exhibits.

              The following exhibits are filed herewith:

              1.1      Underwriting Agreement dated as of April 23, 2003 between
                       the Company and the Underwriters.

              4.1      Form of Sixth Supplemental Indenture providing for the
                       issuance of the Notes.

              4.2      Form of Note (included in Exhibit 4.1 above).

              5.1      Opinion of Baker Botts L.L.P.



                                   SIGNATURES

       Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                             CLECO POWER LLC



Date: April 25, 2003                         By:      /s/ Kathleen Nolen
                                                  ------------------------------
                                                  Kathleen F. Nolen
                                                  Treasurer